BY-LAWS
OF
FOXLEE COMMUNITY
CORPORATION
ASSOCIATION
ARTICLE I
NAME AND LOCATION. The name
of the corporation is FOXLEE COMMUNITY CORPORATION, hereinafter referred to as
the “Association”. The principal officer
of the corporation shall be located at 7777 Leesburg Pike, Falls Church,
Virginia 22043 but meetings of members and directors may be held at such places
within the State of Virginia, Counties of Loudoun, Fairfax or Prince William,
as may be designated by designated by the Board of Directors.
ARTICLE II
Section 1. “Association” shall mean and refer to
FOXLEE Community Corporation, its successors and assigns.
Section 2. “Properties” shall mean and refer to
that certain real property described in the Declaration of Covenants,
Conditions and Restrictions, and such addition thereto as may hereafter be
brought within the jurisdiction of the Association.
Section 3. “Common Area” shall mean all real
property owned by the Association for the common use and enjoyment of the
Owners.
Section 4. “Lot” shall mean and refer to any plot
of land shown upon any recorded subdivision map of the Properties with the
exception of the Common Area.
Section 5. “Owner” shall mean and refer to the
record owner, whether one or more persons or entities, of the fee simple title
to any Lot which is a part of the Properties, including contract sellers, but
excluding those having such interest merely as security for the performance of
an obligation.
Section 6. “Declarant” shall mean and refer to
Growth-Land, Inc., a Virginia corporation, its successors and assigns if such
successors or assigns should acquire more than one undeveloped Lot from the
Declarant for the purpose of development.
Section 7. “Declaration” shall mean and refer to
the Declaration of Covenants, Conditions and Restrictions applicable to the
Properties recorded in among the land records of Loudoun County, Virginia, in
Deed Book 540, at page 448.
Section 8. “Member” shall mean and refer to those
persons entitled to membership as provided in the Declaration.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual
Meetings. The first annual meeting
of the members shall be held within one year from the date of incorporation of
the Association, and each subsequent regular annual meeting of the members
shall be held on the same day of the same month of each year thereafter, at the
hour of 8:00 o’clock P.M. If the day for
the annual meeting of the members is a legal holiday, the meeting will be held
at the same hour on the first day following which is not a legal holiday.
Section 2. Special
Meetings. Special meetings of the
members may be called at any time by the president or by the Board of
Directors, or upon written request of the members who are entitled to vote
one-fourth (¼) of all if the votes of a Class A membership.
Section 3. Notice
of Meetings. Written notice of each
meeting of the members shall be given by, or at the direction of, the secretary
or person authorized to call the meeting, by mailing a copy of such notice,
postage prepaid, not less than twenty-five nor more than fifty days before such
meeting to each member entitled to vote thereat, addresses to the member’s
address last appearing on the books of the Association, or supplied by such
member to the Association for the purpose of notice. Such notice shall specify the place, day and
hour of the meeting, and, in the case of a special meeting, the purpose of the
meeting.
Section 4. Quorum. The present at the meeting of members
entitled to case, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall
constitute a quorum for any action except as otherwise provided in the Articles
of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present
or represented at any meeting, the members entitled to vote thereat shall have
power to adjourn the meeting from time to time, without notice other than
announcements at the meeting, until a quorum as aforesaid shall be present or
be represented.
Section 5. Proxies. At all meetings of members, each member may
vote in person or by proxy. All proxies
shall be in writing and filed with the secretary. Every proxy shall be revocable and shall
automatically cease upon conveyance by the member of his Lot.
ARTICLE IV
BOARD OF DIRECTORS: SELECTION:
TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be
managed by a Board of nine (9) directors, who need not be members of the
Association.
Section 2. Term
of Office. At the first annual
meeting or special meeting called for such purpose, the members shall elect
three directors for a term of one year, three directors for a term of two years
and three directors for a term of three years; and at each annual meeting thereafter
the members shall elect three directors for a term of three years.
Section 3. Removal. Any director may be removed from the Board,
with or without cause, by a majority vote of the members of the
Association. In the event of death,
resignation or removal of a director, his successor shall be selected by the
remaining members of the Board and shall serve for the unexpired term of his
predecessor.
Section 4. Compensation. No director shall receive compensation for
any service he may render to the Association.
However, any director may be reimbursed for his actual expenses incurred
in the performance of his duties.
Section 5. Action
Taken Without a Meeting. The
directors shall have the right to take any action in the absence of a meeting
which they could take at a meeting by obtaining the written approval of all the
directors. Any action so approved shall
have the same effect as though taken unanimously at a meeting of the directors.
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors
shall be made by a Nominating Committee.
Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a
Chairman, who shall be a member of the Board of Directors, and two or more
members of the Association. The
Nominating Committee shall be appointed by the Board of Directors prior to each
annual meeting of the members, to serve from the close of such annual meeting
until the close of the next annual meeting and such appointment shall be
announced at each annual meeting. The
Nominating Committee shall make as many nominations for election to the Board
of Directors as it shall in its discretion determine, but not less than the
number of candidates that are to be filled.
Such nominations may be made from among members or non-members.
Section 2. Election. Election to the Board of Directors shall be
by secret written ballot. At such
election the members or their proxies may cast, in respect to each vacancy, as
many votes as they are entitled to exercise under the provisions of the
Declaration. The persons receiving the
largest number of votes shall be elected, Cumulative voting is not permitted.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 1. Regular
Meetings. Regular meetings of the
Boards of Directors shall be held monthly without notice, at such place and
hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal
holiday, then that meeting shall be held at the same time on the next day which
is not a legal holiday.
Section 2. Special
meetings. Special meeting of the
Boards of Directors shall held when called by the president of the Association,
or by any two directors, after not less than three (3) days notice to each
director.
Section 3. Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business. Every act or decision done or made by a
majority of the directors present at a duly held meeting at which a quorum is
present shall be regarded as the act of the Board.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF
DIRECTORS
Section 1. Powers.
The Board of Directors shall have power to:
(a)
Adopt and publish rules and regulations governing the
use of the Common Area and facilities, and the personal conduct of the members
and their guests thereon, and to establish penalties for the infraction
thereof;
(b)
Suspend the voting rights and right to use of the
recreational facilities of a member during any period in which such member
shall be in default in the payment of any assessment levied by the
Association. Such rights may also be
suspended after notice and hearing, for a period not to exceed 60 days for
infraction of published rules and regulations;
(c)
Exercise for the Association all powers, duties and
authority vested in or delegated to this Association and not reserved to the
membership by other provisions of these By-Laws, the Articles of Incorporation,
or the Declaration;
(d)
Declare the of a member of the Board of Directors to be
vacant in the event such member shall be absent from three (3) consecutive
regular meetings of the Board of Directors; and
(e)
Employ a manager, an independent contractor, or such
other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of
Directors to:
(a)
cause to be kept a complete record of all its acts and
corporate affairs and to present a statement thereof to the members at the
annual meeting of the members, or at any special meeting when such statement is
requested in writing by one-fourth (¼) of the Class A members who are entitled
to vote;
(b)
supervise all officers, agents and employees of this
Association, and to see that their duties are properly performed;
(c)
as more fully provided in the declaration, to:
(1)
fix the amount of the annual assessment against each
Lot at least thirty (30) days in advance of each annual assessment period;
(2)
send written notice of each assessment to every owner
subject thereto at least thirty (30) days in advance of each annual assessment
period; and
(3)
foreclose the lien against any property for which
assessments are not paid within (30) days after due date or to bring an action
at law against the owner personally obligated to pay the same.
(d)
issue, or cause an appropriate officer to issue, upon
demand by any person, a certificate setting forth whether or not any assessment
has been paid. A reasonable charge may
be made by the Board for the issuance of these certificates. If a certificate stated an assessment has
been paid, such certificate shall b e conclusive evidence of such payment;
(e)
procure and maintain adequate liability and hazard
insurance on property owned by the Association.
(f)
Cause all officers or employees having fiscal
responsibilities to be bonded, as it may deem appropriate;
(g)
Cause the Common Area to be maintained.
ARTICLE
VIII
OFFICERS
AND THEIR DUTIES
Section 1. Enumeration
of Officers. The officers of this
Association shall be a president and vice-president, who shall at all times be
members of the Board of Directors, a secretary, and a treasurer, and such other
officers as the Boards may from time to time by resolution create.
Section
2. Election
of Officers. The election of officers
shall take place at the first meeting of the Board of Directors following each
annual meeting of the members.
Section 3. Term. The officers of this Association shall be
elected annually by the Board and each shall hold office for one (1) year
unless he shall sooner resign, or shall be removed, or otherwise disqualified
to serve.
Section 4. Special
Appointments. The Board may elect
such other officers as the affairs of the Association may require, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may, from time to time, determine.
Section 5. Resignation
and Removal. Any officer may be
removed from office with or without cause by the Board. Any officer may resign at any time giving
written notice to the Board, the president or the secretary. Such resignation shall take effect on the
date of receipt of such notice or at any later time specified therein, and
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by
appointment by the Board. The officer
appointed to such vacancy shall serve for the remainder of the term of the
officer he replaces.
Section 7. Multiple
Offices. The offices of secretary
and treasurer may be held by the same person.
No person shall simultaneously hold more that one of any of the other
offices except in the case of special offices create pursuant to Section 4 of
this Article.
Section 8. Duties. The duties of the officers are as follows:
President
(a)
The president shall preside at all meetings of the Board
of Directors; shall see that orders and resolutions of the Board are carried
out; shall sigh all leases, mortgages, deeds and other written instruments and
shall co-sign all checks and promissory notes.
Vice-President
(b)
The vice-president shall act in the place of the
president in the event of his absence, inability or refusal to act, and shall
exercise and discharge such duties as may be required of him by the Board.
Secretary
(c)
The secretary shall record the votes and keep the
minutes of all meetings and proceedings of the Board and of the members; keep
the corporate seal of the Association and affix it on all papers requiring said
seal; serve notice to meetings of the Board and of the members; keep
appropriate current records showing the members of the Association together
with their addresses, and shall perform such other duties as required by the
Board.
Treasurer
(d)
The treasurer shall receive and deposit in appropriate
bank accounts all monies of the Association and shall disburse such funds as
directed by resolution of the Board of Directors; shall sign all checks and
promissory notes of the Association; keep proper books of account; cause an
annual review of the Association books to be made by a public accountant at the
completion of each fiscal year; and shall prepare an annual budget and a
statement of income and expenditures to be presented to the membership at its
regular annual meeting, and deliver a copy of each to the members.
ARTICLE
IX
COMMITTEES
The Association shall appoint an
Architectural Control Committee, as provided in the Declaration, and a
Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall
appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE
X
BOOKS
AND RECORDS
The books, records and papers of the
Association shall at all times, during reasonable business hours, be subject to
inspection y any member. The
Declaration, the Articles of Incorporation and the By-Laws of the Association
shall be available for inspection by any member at the principal office of the
Association, where copies may be purchased at reasonable cost.
ARTICLE
XI
ASSESSMENTS
As more fully provided in the
Declaration, each member is obligated to pay to the Association annual and
special assessments which are secured by a continuing lien upon the property
against which the assessment is made.
Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty
(30) days after the due date, the assessment shall bear interest from the date
of delinquency at the rate of 6 percent par annum, and the Association may
bring an action at law against the owner personally obligated to pay the same
or foreclose the lien against the property, and interest, costs, and reasonable
attorney’s fees of any such action shall be added to the amount of such
assessment. No owner may waiver or
otherwise escapes liability for the assessments provided for herein by nonuse
of the Common Area or abandonment of his Lot.
ARTICLE
XII
CORPOATE
SEAL
The Association shall have a seal in
circular form within its circumference the words: Foxlee Community Corporation.
ARTICLE
XIII
AMENDMENTS
Section 1. These By-Laws may be amended, at a regular
or special meeting of the members, by a vote of a majority quorum of members
present in person or by proxy, except that the Federal Housing Administration
or the Veterans Administration shall have the right to veto amendments while
there is Class B Membership.
Section 2. In the case of any conflict between the
Articles of Incorporation and these By-Laws, the Articles shall control; and in
the case of any conflict between the Declaration and these By-Laws, the
Declaration shall control.
ARTICLE
XIV
MISCELLANEOUS
The fiscal year of the Association
shall begin on the first day of January and end on the 31st day of
December of every year, except that the first fiscal year shall begin on the
date of incorporation.
IN
WITNESS WHEREOF, we being all of the directors of the Foxlee Community
Corporation have hereunto set our hands this _____ day of ________________, 19
____.
______________________________
CHARLES
A. BROWN, JR.
______________________________
JAMES
F. QUIRK
______________________________
PATRICIA
A. ANDERSON
CERTIFICATION
I, the undersigned, do hereby
certify:
THAT I am the duly elected and
acting secretary of the Foxlee Community Corporation, a Virginia Corporation,
and
THAT the foregoing By-Laws constitute
the original By-laws of said Association, as duly adopted at a meeting of the
Board of Directors thereof held on the _____ day of ______________. 19____.
IN WITNESS WHEREOF, I have hereunto subscribed
my name and affixed the seal of said Association this _____ day of
___________________, 19____.
_____________________________
Secretary
